Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2017, there were 249,509,049 shares of Common Stock outstanding.

Common stock in treasury, at cost: 43,571,217 shares in 2017 and 38,892,165 shares in 2016

(1,696.0

)

(1,428.5

)

Total Stockholders' Equity

1,848.3

1,977.9

Total Liabilities and Stockholders’ Equity

$

4,667.0

$

4,354.1

See Notes to Condensed Consolidated Financial Statements (Unaudited).

4

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(In millions)

Six Months Ended

June 30,

June 30,

2017

2016

Cash Flow From Operating Activities

Net Income

$

204.4

$

224.6

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense

29.7

30.7

Amortization expense

29.5

23.7

Deferred income taxes

11.3

14.2

Equity in net earnings of affiliates

(5.2

)

(4.2

)

Distributions from unconsolidated affiliates

4.3

3.4

Non-cash compensation expense

12.3

12.3

Non-cash pension settlement charge

31.7

0.0

Other

(0.4

)

1.2

Change in assets and liabilities:

Accounts receivable

(6.8

)

0.3

Inventories

(30.1

)

(9.3

)

Other current assets

(10.4

)

(1.9

)

Accounts payable and accrued expenses

(14.2

)

20.1

Income taxes payable

(10.7

)

0.2

Excess tax benefit on stock options exercised

0.0

(18.2

)

Other operating assets and liabilities, net

3.9

(0.6

)

Net Cash Provided By Operating Activities

249.3

296.5

Cash Flow From Investing Activities

Additions to property, plant and equipment

(10.4

)

(17.8

)

Acquisitions

(235.3

)

(175.5

)

Other

3.4

(0.3

)

Net Cash Used In Investing Activities

(242.3

)

(193.6

)

Cash Flow From Financing Activities

Long-term debt borrowings

200.0

0.0

Short-term debt borrowings (repayments)

202.6

23.8

Proceeds from stock options exercised

27.3

29.4

Excess tax benefit on stock options exercised

0.0

18.2

Payment of cash dividends

(95.7

)

(91.7

)

Purchase of treasury stock

(300.0

)

(200.0

)

Other

(1.0

)

(5.3

)

Net Cash Provided By (Used In) Financing Activities

33.2

(225.6

)

Effect of exchange rate changes on cash and cash equivalents

9.6

3.5

Net Change In Cash and Cash Equivalents

49.8

(119.2

)

Cash and Cash Equivalents at Beginning of Period

187.8

330.0

Cash and Cash Equivalents at End of Period

$

237.6

$

210.8

See Notes to Condensed Consolidated Financial Statements (Unaudited).

5

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED

(Unaudited)

(In millions)

Six Months Ended

June 30,

June 30,

2017

2016

Cash paid during the year for:

Interest (net of amounts capitalized)

$

16.8

$

13.0

Income taxes

$

102.0

$

104.8

Supplemental disclosure of non-cash investing activities:

Property, plant and equipment expenditures included in Accounts Payable

$

5.3

$

4.5

See Notes to Condensed Consolidated Financial Statements (Unaudited).

6

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2017 and 2016

(Unaudited)

(In millions)

Number of Shares

Amounts

Common

Stock

Treasury

Stock

Common

Stock

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Treasury

Stock

Total

Stockholders'

Equity

December 31, 2015

292.8

(32.8

)

$

292.8

$

230.0

$

2,650.0

$

(45.9

)

$

(1,103.7

)

$

2,023.2

Net income

0.0

0.0

0.0

0.0

224.6

0.0

0.0

224.6

Other comprehensive

income (loss)

0.0

0.0

0.0

0.0

0.0

(4.1

)

0.0

(4.1

)

Cash dividends

0.0

0.0

0.0

0.0

(91.7

)

0.0

0.0

(91.7

)

Stock purchases

0.0

(4.4

)

0.0

0.0

0.0

0.0

(200.0

)

(200.0

)

Stock based compensation expense and

stock option plan transactions, including

related income tax benefits of $18.2

0.0

1.6

0.0

13.4

0.0

0.0

46.5

59.9

June 30, 2016

292.8

(35.6

)

$

292.8

$

243.4

$

2,782.9

$

(50.0

)

$

(1,257.2

)

$

2,011.9

December 31, 2016

292.8

(38.9

)

$

292.8

$

251.4

$

2,926.0

$

(63.8

)

$

(1,428.5

)

$

1,977.9

Net income

0.0

0.0

0.0

0.0

204.4

0.0

0.0

204.4

Other comprehensive

income (loss)

0.0

0.0

0.0

0.0

0.0

22.5

0.0

22.5

Cash dividends

0.0

0.0

0.0

0.0

(95.7

)

0.0

0.0

(95.7

)

Stock purchases

0.0

(6.0

)

0.0

0.0

0.0

0.0

(300.0

)

(300.0

)

Stock based compensation expense and

stock option plan transactions

0.0

1.3

0.0

6.7

0.0

0.0

32.5

39.2

June 30, 2017

292.8

(43.6

)

$

292.8

$

258.1

$

3,034.7

$

(41.3

)

$

(1,696.0

)

$

1,848.3

See Notes to Condensed Consolidated Financial Statements (Unaudited).

7

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In millions, except per share data)

1.

Basis of Presentation

The condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016, the condensed consolidated statements of income and comprehensive income for the three and six months ended June 30, 2017 and June 30, 2016, and the condensed consolidated statements of cash flow and stockholders’ equity for the six months ended June 30, 2017 and June 30, 2016 have been prepared by Church & Dwight Co., Inc. (the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 30, 2017 and results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”). The results of operations for the period ended June 30, 2017 are not necessarily indicative of the operating results for the full year.

On August 4, 2016, the Company announced a two-for-one stock split of the Company’s common stock (“Common Stock”). The stock split was structured in the form of a 100% stock dividend, payable on September 1, 2016 to stockholders of record as of August 15, 2016. All applicable amounts in the condensed consolidated financial statements and related disclosures have been retroactively adjusted to reflect the stock split. On May 8, 2017, the Company amended its Restated Certificate of Incorporation to increase its authorized shares of common stock to 600,000,000 from 300,000,000 at December 31, 2016.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that makes modifications to how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory withholding requirements, as well as the classification of excess tax benefits in the statement of cash flows. The Company prospectively adopted the standard in the first quarter of 2017. The adoption resulted in excess tax benefits of $11.1 or $0.04 per share recorded in the provision for income taxes rather than in the Company’s Stockholders’ Equity Section of the Balance Sheet and an increase to both net cash provided by operating activities and net cash used in financing activities of $11.1 million for the six months ended June 30, 2017. The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share, which did not have a material impact on our diluted earnings per share for the three and six months ended June 30, 2017. The Company has also elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period.

The Company incurred research and development expenses in the second quarter of 2017 and 2016 of $16.0 and $16.1, respectively. The Company incurred research and development expenses in the first six months of 2017 and 2016 of $30.1 and $30.5, respectively. These expenses are included in selling, general and administrative expenses.

2.

New Accounting Pronouncements

In March 2017, the FASB issued new accounting guidance that requires employers to report the service cost component separate from the other components of net benefit pension and postretirement costs. The employer is required to report the service cost component in the same line item or items as other compensation costs arising from services rendered during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations. Only the service cost component is eligible for capitalization. The guidance is effective for annual and interim periods beginning after December 15, 2017, and requires retrospective adoption, with early adoption permitted. The guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In March, April, and May of 2016, the FASB issued amended guidance that clarifies the principles for recognizing revenue. The amendments clarify the guidance for identifying performance obligations, licensing arrangements and principal versus agent considerations. The amendments additionally provide clarification on how to assess collectability, present sales tax, treat noncash consideration, and account for completed and modified contracts at the time of transition. The guidance is effective for annual periods, including interim reporting periods within those periods, beginning after December 15, 2017, and allows companies to apply the requirements retrospectively, either to all prior periods presented or through a cumulative adjustment in the year of adoption. The

8

new standard will be effective for the Company at the beginning of its first quarter of fiscal year 2018. The guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2016, the FASB issued new lease accounting guidance, requiring lessees to recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases, with a term greater than a year. The new guidance also expands the required quantitative and qualitative disclosures surrounding leases. The guidance is effective for annual and interim periods beginning after December 15, 2018, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact that adoption of the guidance will have on the Company’s consolidated financial position, results of operations and cash flows.

There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

3.

Inventories

Inventories consist of the following:

June 30,

December 31,

2017

2016

Raw materials and supplies

$

74.9

$

69.8

Work in process

32.9

28.8

Finished goods

184.5

159.6

Total

$

292.3

$

258.2

4.

Property, Plant and Equipment, Net (“PP&E”)

PP&E consists of the following:

June 30,

December 31,

2017

2016

Land

$

25.1

$

25.1

Buildings and improvements

290.1

284.7

Machinery and equipment

693.0

680.1

Software

91.0

90.4

Office equipment and other assets

63.3

60.8

Construction in progress

18.2

24.2

Gross PP&E

1,180.7

1,165.3

Less accumulated depreciation and amortization

607.5

576.7

Net PP&E

$

573.2

$

588.6

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

2017

2016

2017

2016

Depreciation and amortization on PP&E

$

14.9

$

14.7

$

29.7

$

30.7

9

5.

Earnings Per Share (“EPS”)

Basic EPS is calculated based on income available to holders of Common Stock and the weighted average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential Common Stock issuable pursuant to the exercise of outstanding stock options.

The following table sets forth a reconciliation of the weighted average number of shares of Common Stock outstanding to the weighted average number of shares outstanding on a diluted basis: